EQS-News: Marinomed Biotech AG / Announcement of the Convening of the
General Meeting
Marinomed Biotech AG: Invitation to an Extraordinary General Meeting on
Thursday, December 19, 2024, at 9:00 a.m. (Vienna time)
28.11.2024 / 11:04 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Invitation
to an Extraordinary General Meeting
on Thursday, December 19, 2024, at 9:00 a.m. (Vienna time)
on the premises of DLA Piper Weiss-Tessbach Rechtsanwälte GmbH
1010 Vienna, Schottenring 2-6
(as described in more detail below)
I. AGENDA
1. Approval of the sale of the Carragelose division
2. Resolution on (a) the cancellation of the authorization granted by the
Annual General Meeting of June 20, 2024 under item 7 of the agenda, to
issue financial instruments within the meaning of Sec. 174 Austrian
Stock Corporation Act (AktG) and (b) the authorization of the
Management Board to issue financial instruments within the meaning of
Sec. 174 AktG, in particular convertible bonds, profit participating
bonds or participation rights that may comprise the purchase of and/or
the exchange into shares of the Company, including the partial
exclusion of statutory subscription rights (direct exclusion) as well
as the authorization to exclude the statutory subscription rights to
these financial instruments with the approval of the Supervisory Board
3. Resolution on (a) the cancellation of the existing Conditional Capital
2024 and (b) the conditional increase of the Company's share capital
pursuant to Section 159 para. 2 no. 1 Austrian Stock Corporation Act
(AktG) for the issue to creditors of financial instruments
("Conditional Capital 2024/II") and the corresponding amendment of the
Articles of Association in Section 5 (Share Capital) paras. 5 and 9
4. Resolution on (a) the cancellation of the existing Authorized Capital
2024 and (b) the creation of new authorized capital of up to 50% of
the share capital against cash contributions and/or contributions in
kind with the authorization to exclude subscription rights and partial
direct exclusion of subscription rights (“Authorized Capital 2024/II”)
and corresponding amendment of the Articles of Association in Section
5 (Share Capital) para. 6
5. Election of a person to the Supervisory Board
II. DOCUMENTS FOR THE GENERAL MEETING, PROVISION OF INFORMATION ON THE
WEBSITE
The following documents in particular will be available from November 28,
2024, at the latest on the Company's website at (1)www.marinomed.com,
which is entered in the Commercial Register:
• Proposed resolutions on agenda items 1 to 5
• Report of the Management Board pursuant to Section 174 para. 4 in
conjunction with Section 153 para. 4 Austrian Stock Corporation Act
(AktG) on the exclusion of subscription rights when issuing financial
instruments under agenda items 2 and 3,
• Report of the Management Board pursuant to Section 170 (2) in
conjunction with Section 153 (4) Austrian Stock Corporation Act (AktG)
on agenda item 4,
• Declaration of the candidate for election to the Supervisory Board
pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG)
including curriculum vitae under agenda item 5,
• Form for proxies and voting instructions,
• Form for the revocation of a proxy,
• Full text of this invitation.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE GENERAL MEETING
The entitlement to participate in the General Meeting and to exercise
voting rights and other shareholder rights to be asserted at the General
Meeting is based on the shareholding at the end of December 9, 2024,
(24:00 Vienna time) (record date). Only those who are shareholders on this
record date and can prove this to the Company are entitled to participate
in the General Meeting.
Proof of share ownership on the record date requires a deposit certificate
in accordance with Section 10a Austrian Stock Corporation Act (AktG),
which refers to the record date and must be received by the Company no
later than December 16, 2024, (24:00, Vienna time) exclusively via one of
the following communication channels and addresses:
For the transmission of the safe custody receipt in text form, which the
Articles of Association pursuant to § 17 para. 2 suffice
By e-mail: anmeldung.marinomed@hauptversammlung.at
(Please send deposit confirmations in .pdf format)
For the transmission of the deposit confirmation in writing by post or
courier:
Marinomed Biotech AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
Per SWIFT ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, please indicate ISIN ATMARINOMED6 in the
text)
Fax: +43 (0)1 8900 500 - 50
Shareholders are requested to contact their custodian bank and arrange for
the issue and transmission of a deposit certificate.
Deposit certificate pursuant to Section 10a Austrian Stock Corporation Act
(AktG)
The deposit certificate must be issued by the custodian bank domiciled in
a member state of the European Economic Area or in a full member state of
the OECD from and must contain the following information:
• Information on the issuer: company name and address or a code commonly
used in transactions between credit institutions (SWIFT code),
• Information on the shareholder: name/company name and address, in the
case of natural persons also the date of birth at and, in the case of
legal entities, the register and number under which the legal entity
is registered in its country of origin,
• Information on the shares: Number of shares held by the shareholder,
ISIN ATMARINOMED6
(international securities identification number),
• Depot number, otherwise another designation,
• Date to which the deposit confirmation refers.
The deposit certificate as proof of share ownership for participation in
the General Meeting must refer to the end of the record date December 9,
2024, (24:00 Vienna time). The deposit certificate will be accepted in
German or in English.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE
FOLLOWED
Every shareholder who is entitled to participate in the General Meeting
and has provided evidence of this to the Company in accordance with the
provisions of this invitation (item III.) has the right to appoint a proxy
to attend the General Meeting on behalf of the shareholder and has the
same rights as the shareholder he/she represents.
The proxy must be granted to a specific (natural or legal) person in text
form within the meaning of Section 13 (2) Austrian Stock Corporation Act
(AktG), whereby several persons may also be authorized. The granting of a
proxy is possible both before and during the General Meeting. The proxy
must be received by the Company exclusively at one of the following
addresses:
By mail or Marinomed Biotech AG
Messenger: c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By e-mail: anmeldung.marinomed@hauptversammlung.at
(Please send powers of attorney in .pdf format)
Per SWIFT ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, please indicate ISIN ATMARINOMED6 in the
text)
By fax: +43 (0)1 8900 500 - 50
In person: when registering for the General Meeting at the venue
If the proxy is not submitted in person at the registration on the day of
the General Meeting, the proxy must be received at one of the
aforementioned addresses no later than December 18, 2024, 4:00 p.m.
(Vienna time).
A proxy form and a form for revoking the proxy are available on the
Company's website at (2)www.marinomed.com. The use of one of the forms is
not mandatory within the meaning of Section 114 (3) Austrian Stock
Corporation Act (AktG). The above provisions on the granting of a proxy
apply mutatis mutandis to the revocation of a proxy.
Independent proxy
Information regarding an independent proxy recommended by the Company will
be published shortly on the Company's website at (3)www.marinomed.com.
V. NOTES ON SHAREHOLDERS' RIGHTS IN ACCORDANCE WITH Sections 109, 110, 118
AND 119 AUSTRIAN STOCK CORPORATION ACT (AktG)
1. Additions to the agenda by shareholders in accordance with Section 109
Austrian Stock Corporation Act (AktG)
Shareholders whose shares individually or collectively account for 5% of
the share capital and who have held these shares for at least three months
prior to submitting their request may request in writing that additional
items be placed on the agenda of this General Meeting and published if
this request is made to the Company.
• in writing by mail or courier no later than November 29, 2024, by the
end of normal business hours (this is no later than 4:00 p.m., Vienna
time) exclusively to the address Marinomed Biotech AG, attn. Pascal
Schmidt, Hovengasse 25, 2100 Korneuburg,
or
• by e-mail, with a qualified electronic signature by November 30, 2024
(24:00, Vienna time) at the latest to the e-mail address
(4)ir@marinomed.com
or
• by SWIFT no later than November 30, 2024 (24:00, Vienna time) to the
address GIBAATWGGMS
is received. "In writing" means personally signed or signed by each
applicant or, if sent by e-mail, with a qualified electronic signature or,
if sent by SWIFT, with message type MT598 or type MT599, whereby ISIN
ATMARINOMED6 must be stated in the text. With regard to the other
requirements for the deposit certificate, please refer to the information
on eligibility to participate (item III. of this invitation).
Note: As the 19^th day before the Extraordinary General Meeting falls on a
Saturday, no shareholder request can be received by post or courier on
that day, November 30, 2024. In order to exercise this shareholder right
in due time, the shareholder request must be received by post or courier
no later than the previous working day, which is November 29, 2024, 4:00
p.m., Vienna time. This does not affect timely transmission by e-mail with
a qualified electronic signature or by SWIFT on November 30, 2024, no
later than midnight, Vienna time.
Each agenda item requested in this way must be accompanied by a proposed
resolution together with a statement of reasons. The agenda item and the
proposed resolution, but not the statement of reasons, must also be
written in German. Proof of shareholder status must be provided by
submitting a deposit certificate in accordance with Section 10a Austrian
Stock Corporation Act (AktG), which confirms that the shareholders
submitting the motion have held the shares for at least three months prior
to submitting the motion and which must not be older than seven days at
the time of submission to the Company. Several deposit confirmations for
shares that only together represent the 5% shareholding must refer to the
same date (day, time). With regard to the other requirements for the
deposit certificate, please refer to the information on eligibility to
participate (point III.).
2. Resolutions on the agenda proposed by shareholders in accordance with
Section 110 Austrian Stock Corporation Act (AktG)
Shareholders holding severally or jointly at least 1% of the share capital
are entitled to submit resolution proposals on any item of the agenda,
including a statement of grounds, in text form within the meaning of Sec.
13 Para. 2 Austrian Stock Corporation Act (AktG) and to demand that such
proposals, including the names of the respective shareholders, the grounds
therefor and any statements made by the Management Board or the
Supervisory Board be made available on the Company’s website that has been
entered in the Commercial Register. Such request must be delivered to the
Company in text form no later than December 10, 2024 (24:00, Vienna time)
to the address Marinomed Biotech AG, attn. Pascal Schmidt, Hovengasse 25,
2100 Korneuburg, Austria or by e-mail to (5)ir@marinomed.com; such
request to be attached to the e-mail in text form within the meaning of
Sec. 13 Para. 2 Austrian Stock Corporation Act (AktG), e. g. as a .pdf
file.
3. Disclosures pursuant to section 110 para. 2 sentence 2 in conjunction
with section 86 para. 7 and 9 Austrian Stock Corporation Act (AktG)
The Company provides the following information on agenda item 5 "Election
of a person to the Supervisory Board" and the possible submission of a
corresponding election proposal by shareholders in accordance with Section
110 Austrian Stock Corporation Act (AktG):
In accordance with Section 11 (1) of the Articles of Association, the
Supervisory Board of Marinomed Biotech AG consists of at least three and a
maximum of six members elected by the General Meeting. Since the last
election by the 6^th General Meeting in 2023, the Company's Supervisory
Board has consisted of five members elected by the General Meeting, two of
whom left the Supervisory Board in the course of the 2024 financial year.
At the time this Extraordinary General Meeting was convened, the
Supervisory Board therefore had three members.
As the number of Supervisory Board members is therefore less than six, the
Company is not subject to the scope of application of Section 86 (7)
Austrian Stock Corporation Act (AktG) (gender quota), according to which
the Supervisory Board of listed companies must consist of at least 30%
women and at least 30% men. This requirement is nevertheless fulfilled, as
the Supervisory Board of Marinomed Biotech AG consists of two women and
one man until the convening of the present Extraordinary General Meeting.
There are no employee representatives on the Supervisory Board.
The non-applicability of the aforementioned gender quota will continue to
apply in the event of the proposed election of Dr. Karl MAHLER, as the
Supervisory Board will consist of four members in this case. In this case,
the Supervisory Board would consist of two women and two men, which
corresponds to 50% women and 50% men.
4. Shareholders' right to information pursuant to Section 118 Austrian
Stock Corporation Act (AktG)
Upon request, each shareholder must be provided with information on the
Company's affairs at the General Meeting, insofar as this is necessary for
the proper assessment of an item on the agenda. The duty to provide
information also extends to the company's legal relationships with an
affiliated company and to the situation of the Group and the companies
included in the consolidated financial statements. The information may be
refused if, according to reasonable business judgment, it is likely to
cause significant disadvantage to the company or an affiliated company, or
if providing it would be punishable by law.
5. Motions by shareholders at the General Meeting in accordance with
Section 119 Austrian Stock Corporation Act (AktG)
Every shareholder - irrespective of a specific shareholding - is entitled
to submit motions at the General Meeting on any item on the agenda
(exception: proposed resolutions for election to the Supervisory Board).
The prerequisite for this is proof of eligibility to participate as
defined in this invitation.
6. Information on the website
Further information on shareholders' rights in accordance with Sections
109, 110, 118 and 119 Austrian Stock Corporation Act (AktG) and
information on data protection can be found on the Company's website
(6)www.marinomed.com under the menu items "Investors & ESG" and "Annual
General Meeting".
VI. FURTHER INFORMATION AND NOTES1. Total number of shares and voting
rights
At the time the General Meeting is convened, the Company's share capital
amounts to EUR 1,694,583 and is divided into 1,694,583 no-par value bearer
shares. Each share grants one vote. The total number of voting rights at
the time the General Meeting is convened is therefore 1,694,583 voting
rights. The Company does not hold any treasury shares, either directly or
indirectly, at the time the General Meeting is convened.
2. Proof of identity and admission
Shareholders and their proxies are requested to have a valid official
photo ID ready for identification purposes when registering.
3. Place of the General Meeting and access
The General Meeting will take place on the first floor of the premises of
DLA Piper Weiss-Tessbach Rechtsanwälte GmbH, Schottenring 2-6, 1010
Vienna, in the “Oktogon” room. Access is only possible via the entrance on
Wiener Ringstraße with the address Schottenring 2-6, 1010 Vienna. The
building in which the General Meeting is taking place is also referred to
as the “Haus am Schottentor”. Access to the venue of the General Meeting
is possible from 8:30 a.m. (Vienna time) on December 19, 2024. A
designated person will allow access at the entrance to the building
(Schottenring 2-6, 1010 Vienna).
Korneuburg, November 2024 The Management
Board
Note:
This is a working translation of the German language version and for
convenience only. In the event of conflict with the German language
version, the German language version shall prevail.
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28.11.2024 CET/CEST
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Language: English
Company: Marinomed Biotech AG
Hovengasse 25
2100 Korneuburg
Austria
Phone: +43 2262 90300
E-mail: office@marinomed.com
Internet: www.marinomed.com
ISIN: ATMARINOMED6
WKN: A2N9MM
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
2039745 28.11.2024 CET/CEST
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